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Legal & Legislative Terminology

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Bayh-Dole Act - Federal Legislation enacted this act in 1980. It was made effective in 1981 and gives ownership rights of discoveries made using federal funds to universities and certain non-profit institutions. The legislation compels the university or institution to commercialize the innovations for the public good.

Confidentiality Agreement - A legal document executed prior to sharing confidential information in order to protect Intellectual Property rights. Similar to a Non-Disclosure Agreement (NDA).

Conflict of Interest - May occur if a university employee, researcher, faculty member or other personnel has a relationship with an outside organization and is therefore in a situation that would allow undue, adverse or improper influence or impact on the research, technology transfer, licensing or other process related to innovation.

Consideration - Payments in any form. May be cash, assets, equity ownership or any other thing of monetary value.

Course of Normal Duties - Duties assigned to an employee by an employer. May be duties under control or direction of the employer. This may also be an important factor in determining rights to ownership in an innovation by an employer. Also referred to as Scope of Employment.

Infringement - Unauthorized use of an innovation or work.

Intellectual Property Infringement - Unauthorized use of Intellectual Property.

Joint Ownership - Ownership rights shared by two or more persons or entities.

License Agreement - A legal document specifying the terms regarding the use of an invention and protecting ownership rights in an invention. Typically includes a length of time or specifies perpetuity. Includes rights, prohibited uses, limitations and other legal terms.

Licensee - The purchaser or acquirer of license rights to a piece of Intellectual Property.

Licensor - The granter of a license; the owner of the Intellectual Property being licensed.

Non-Disclosure Agreement - Protects confidential information by requiring that the information revealed be kept in confidence. Limits use or distribution of the information revealed and establishes legal liability for unauthorized use or exposure of information revealed. Referred to commonly as an “NDA”.

Option Agreements - May be found within Research Agreements and establishes the right of the university to negotiate a license for Intellectual Property. These agreements are intended to allow a potential licensee to evaluate an invention or technology prior to signing a standard license agreement. Also called Option Clauses.

Perpetuity - Legal term meaning forever.

Reasonable Discernability - Relative ease of recognition of something.

Reasonable Effort - Minimum legally required attempt. Subjective based on the issue.

Right of First Refusal - An agreement giving a specific entity the first right, usually under a specific time period, to negotiate a license for an invention.

Venture Capital - Money invested in exchange for equity in a new business.

Work Made for Hire - Any work created by an employee when conducting their employment duties. Ownership of works made for hire resides with the employer. May also refer to a work by a consultant or contractor if their consulting or Contractor Agreement specifies ownership rights to the contracting entity.

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Additional Resources

Intellectual Property Ownership Issues

Intellectual Property 101

Legally Speaking, Who Owns that Invention Anyway?

Intellectual Property Legal Issues for Faculty

Intellectual Property Law for the Information Age

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